Certificate of Secretary of the Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness the articles of incorporation and the bylaws of the Company, and (ii) the valid adoption of resolutions of the Board of Directors of the Company and the holders of the Company's stockholders approving this Agreement and the License Agreement and the consummation of the transactions contemplated hereby.
Certificate of Secretary of the Company. Certificate of the Secretary of the Company dated the Closing Date with respect to corporate proceedings authorizing this Agreement and the transactions contemplated hereunder.
Certificate of Secretary of the Company. Surf Air shall have received a certificate, validly executed by the Secretary of the Company, for and on the Company’s behalf, certifying (i) as to the terms and effectiveness of the Company Charter Documents, (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Requisite Stockholder Consent shall have been obtained, adopting and approving the Merger, this Agreement and the consummation of the transactions contemplated hereby.
Certificate of Secretary of the Company. A certificate, validly executed by the Secretary of the Company, in the form attached hereto as Exhibit C;
Certificate of Secretary of the Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents, (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger, this Agreement, the Related Agreements to which the Company is or will be a party, and the other transactions contemplated hereby and thereby were unanimously approved by the Board of Directors), and (iii) the valid adoption of this Agreement and approval of the Merger, the Related Agreements to which the Company is or will be a party and the other transactions contemplated hereby and thereby, in each case, by the Stockholder Consent whereby all requisite approvals of this Agreement, the Merger, the Related Agreements to which the Company is or will be a party and the consummation of the transactions contemplated hereby and thereby were obtained.
Certificate of Secretary of the Company and Each Borrower. --------------------------------------------------------- The Administrative Agent shall have received a certificate of the secretary or assistant secretary of the Company and each Borrower certifying as to the incumbency and genuineness of the signature of each officer thereof executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles of incorporation of the Company or the corresponding Borrower, as applicable, and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation (or containing a certification that such document as delivered to the Administrative Agent pursuant to the closing of the Initial Credit Agreement remains true, correct and complete), (B) the bylaws of the Company or the corresponding Borrower, as applicable, as in effect on the date of such certifications (or containing a certification that such document as delivered to the Administrative Agent pursuant to the closing of the Initial Credit Agreement remains true, correct and complete), and (C) resolutions duly adopted by the board of directors of the Company or the corresponding Borrower, as applicable, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party.
Certificate of Secretary of the Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Charter Documents, (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby this Agreement was unanimously adopted and the transactions contemplated hereunder, including the Merger, were unanimously approved by the Board of Directors) and (iii) that the Requisite Shareholder Consent has been obtained, approving the Merger, this Agreement and the consummation of the transactions contemplated hereby and approving or disapproving any payments or benefits that may be deemed to constitute a “parachute payment” within the meaning of Section 280G of the Code.
Certificate of Secretary of the Company. Purchaser --------------------------------------- shall have been provided with a certificate executed by the Secretary of the Company certifying:
(A) resolutions duly adopted by the Board of Directors of the Company authorizing the execution of this Agreement and the execution, performance and delivery of all agreements, documents and transactions contemplated hereby;
(B) the Articles of Incorporation and Bylaws of the Company, as in effect immediately prior to the Closing, including all amendments thereto; and
(C) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.
Certificate of Secretary of the Company. Purchaser shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Company Charter Documents, (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated by this Agreement were unanimously approved by the Board of Directors of the Company), and (iii) the Requisite Consent by the Company Stockholders.
Certificate of Secretary of the Company. Offeror shall have been provided with a certificate executed by the Secretary of the Company certifying the Articles of Association of the Company, as in effect immediately prior to the Closing, including all amendments thereto.
